Beneath Your Beautiful
by T2 Angel
Summary: Terry invites Max to a Wayne Enterprises banquet. Things go along just fine... until Terry sees Max in her new dress... causing feelings to stir up in both of them for one another. Terry x Max. Songfic. One-Shot.


**A/N: Curse you, Plot Bunny! I need to SLEEP!  
**

**Hi, guys! Short version: iTunes was open, Word was open, I wanted to do a Terry/Max story all of a sudden, and "Beneath Your Beautiful" by Labrinth feat. Emeli Sandé was right there and, badda-bing, badda-boom, we got ourselves a one-shot!**

**ENJOY!**

**Disclaimer: I do not own the rights to Batman Beyond or "Beneath Your Beautiful." This is a purely fan made work for which I receive NO profit.**

* * *

**Beneath Your Beautiful**

Max sat up on her bed, flipping through the channels looking for anything to watch. So far, nothing was one. It was almost 2 AM on Friday night and she was expecting her usual late night visitor right about…

A knock came to her window.

She smiled. "It's open," she answered.

Batman opened her window and climbed in. "Hey," he greeted.

"Ya know? Just once, when you come by this late, you should use the door."

"What? And ruin the awesome element of being Batman coming through the window? Not a chance." Terry took off his mask, "Besides, I don't wanna risk waking your sister."

"Please. She's not even here. She's hardly _ever_ here."

"Still don't wanna risk it." He went into the bathroom and changed into the clothes he kept at her house. "She's probably already suspicious of me, anyway."

"No, she's not. She actually thinks pretty highly of you."

He emerged from the bathroom. "Good to know."

She tossed him the remote. "Nothing's on."

He plopped down on the bed, "I'll be the judge of that." He started channel surfing.

"What was the action tonight?"

"Pickpockets, a weapons sale, bank robbery, Mad Stan nearly killed me, and a carjacking."

"Hmmm." Max paused. "What was that one between the bank and the car?"

"Oh, Mad Stan."

"I meant the 'nearly killed you' part, stupid."

"Oh, yeah." He chuckled, nervously. He hated telling her these kinds of stories because of how she was going to react. "Stuck a bomb to my back."

"A bomb?"

"Yep."

"On your back?"

"Yeah."

She closed her eyes to comprehend that. He really made her head hurt sometimes. "Why did you let him get that close?"

"He kinda took me by surprise, okay?"

"He's like 6'5 and weighs 280. How did he take you by surprise?"

"300. He bulked up a bit. And… he's surprisingly quiet for a guy that big who loves bombs. Plus all those pounds are muscle. He's surprisingly fast."

She scoffed. "Idiot."

He smirked. "Keep it up and you're not going."

"Going where?"

He reached into his pocket and pulled out a small, crumpled invitation. It was folded up in his utility belt, hence its crumpled state. "This."

She looked at the paper, reading the crinkly letter. "A party?"

"It's one of the old man's company things. He's not going but told me to."

"Why?"

"Something about making an excuse for why he can't be there."

"Why doesn't he ever just go to these things?"

"He goes to more than you think. He's just… not a people person… on the inside."

"You mean he is on the outside?"

"Only if you _don't_ know him."

They both laughed.

Max read the invitation further. "Tomorrow?" She narrowed her eyes at him. "Seriously, McGinnis?"

"What?" Terry said, defensively. "Short notice!"

"How short?"

"I just told you."

"I mean, when did Bruce tell _you_?"

Terry paused. He went back to flipping channels. "A week ago…"

A second later, she hit him in the face with a pillow, with almost lightning speed.

He showed no reaction. "I hate it when you do that."

"I only need to when you're stupid! Why did you wait so late?"

He sighed. "I'm sorry. I just… thought it would be weird to ask sooner."

"Weird how?"

He wasn't sure. He shrugged, "Just thought it would be."

"Well, what makes you think I'm even available? For all you know, I could have a date tomorrow."

"And I'd be so happy for you… if you didn't constantly turn down every single guy who has ever asked you out."

"I went out with Jared."

"Twice. And you hated him first. And you haven't been out with him since. So… doesn't count. And I'm talking all subsequent attempts since then."

"How do you know so much about this?"

"I watch the poor souls you reject walk away with tears in their eyes and my heart bleeds for them. I can't help it; I have a natural sympathy for the wounded."

She rolled her eyes. "You're a jerk."

"But a charming one."

"Your level of cockiness never ceases to amaze, McGinnis."

"Do ya wanna go or not?"

She looked at the invitation. "Well… I've got nothing better to do, I guess. So, sure."

He narrowed his eyes at her. "Thanks," he said, sarcastically. "That warms my heart."

"Hold up a sec. Why didn't you ask Dana?"

At this… his whole expression changed. "Umm… well…" He fell silent. For nearly a minute.

Max looked at him, concerned. "What is it?"

He rubbed the back of neck, "She, uh… kind of… ended things with us…"

Max fell silent. "Terry…"

"Don't. It's fine. It's not like we all didn't know it was coming, eventually."

"When…"

"Three days ago."

Now, there was a surprise. She hadn't really seen much of Dana lately but she saw plenty of Terry. And he never said anything. "Why didn't you tell me?"

He took a second to answer. "Honestly, I thought she was going to. But… I guess she's been avoiding the subject… and me. Plus, if I told you sooner and brought the party up, I thought you'd think it was some lame way to… I don't know, try and trick her or something." He looked at her. "I don't want you to think I would ever use you like that, Max."

"Terry. It's me. Of course I know you wouldn't do that."

"I had to make sure. I would never do anything like that to you. You're no one's rebound girl or plot device."

At his words, she felt very honored that he had so much respect for her. At the same time, however, guilt hit her about joking about going to the party. Though he didn't say it, he probably asked her so he wouldn't be alone. She understood that better than anyone. "Party's at 8?"

He nodded.

"Be here by 7. I'll be ready."

"I was actually gonna come by earlier in the day."

"What for?"

"To take you shopping."

She looked at him surprised.

He looked over at her. "You're doing me a solid, here. Plus… the boss authorized the credit card."

"Oooh! Big spender!"

"You better believe it."

A sly plan entered her mind. "You can take me… but you don't get to see the dress."

He looked at her surprised. "Why?"

"Two reasons: one, you waited too late to tell me. You must be punished."

He just chuckled. "Okay. And the other reason?"

"What good is having arm candy like me if you get to see the treat ahead of time? Can only have your cake when I say so."

He stifled another chuckle. "Wow. You can beat a metaphor to death."

She looked at him, indignantly. "Sorry, _Batman_…"

He laughed.

"We can't all be a walking target for every rodent allegory on the planet like you."

"For an A-plus student, you're failing tonight."

"I am not! And even if I was, it's 2 AM, gimme a break."

"Finally found a time of day when you're not smart."

She smirked, "Shut up."

He turned to the movie _Skyfall_ on the classic movie channel. "Schway!" he smiled. "Favorite one!"

Max got excited as well. "I like the bad guy!"

"You just like that weird face thing he does when they catch him."

"It is very schway!"

"I like the train scene. Same thing happened to me, once."

"Oh, it did not!"

He looked over at her with a smirk and a raised eyebrow. "Didn't it?"

She stared at him. She couldn't tell if he was joking. If he wasn't… then his life was pretty awesome. "I hate you."

"No, you don't."

She shook her head, "…jerk."

Terry chuckled and they both settled in to watch the movie.

* * *

Terry sat in the store, next to the dressing rooms, while Max went through dresses, deciding on the right one for the night. It was about 1:30; they decided to go earlier than so they could get lunch and Max wouldn't have to rush.

Max held true to her word; none of the dresses she selected she let Terry see. She had Terry wait outside and the sales girl help her pick. After which, she took all her selections in the dressing room. The sales girl told her it was okay to, after finding her dress, leave the other dresses in the room when she was finished. Only after Max was in the dressing room did she text Terry and tell him it was okay to come in.

While Max was trying on various dresses, she continued her mental debate about whether or not to talk to him about the break-up. She decided to leave it up to him. "So… do you wanna talk about it?"

Terry knew what she was referring to. He shifted in his seat and started fidgeting with his fingers. "Nothing to really tell. She got sick of me bailing on her at every turn… said I hardly paid her any attention when were around each other… said I cared about everyone else more than her and… well… here we are."

Max sighed. "You try talking to her since?"

"No. Slamming the door in my face was more than enough for me to get the message."

That stung right in Max's heart. That was uncharacteristic for the black haired teen. Yeah, Dana was done. And whether Terry was prepared for it not, that must've hurt. She opened the door enough to stick her head out and look at him. "I'm sorry, Ter."

He waved it off, "It's no big deal."

She went back in the dressing room. "I wish I could help in some way."

He smirked. "You're helping now."

She smiled. "Good to know."

He let his mind go back to this evening. And to the fact that Max agreed to go with him. When he thought about it… it left him curious for some reason. "Hey, Max?"

"Yeah?"

He stopped his thought process, shaking his head. "No, it's nothing."

She poked her head out again. "What is it?"

"Nothing. I'm serious."

She smirked and went back in the dressing room. "You're such a weird one, McGinnis."

"No one knows that better than you."

"Not sure if that's a good or bad thing."

"Take it as a good thing for now."

She giggled, "Right." A few more minutes passed and Max found the dress she wanted. It looked perfect to her. She packed it in a garment bag, put on her regular clothes, and stepped out of the dressing room. "I'm ready to go."

He looked at the garment bag. "Oh, c'mon! Just a peek!"

"Nope. I already told you: punishment. Now, get your credit card, darling. You have to pay now."

He stood up and smirked, "I've been paying since I met you."

She swatted his arm. They both laughed.

* * *

The night came a lot quicker than Terry expected. The rest of the day after lunch with Max was pretty much a blur. He went home and got dressed in a standard black suit and tie and showed up at Max's around seven.

After he knocked on her door, she opened it with a smile. "You finally knock."

"Hard to come through the window wearing this."

"Something the great Terry McGinnis can't do?"

"I said 'hard.' Not impossible." He walked in and saw her still in her bathrobe. "Still not ready."

"We have an hour and I was just going to put on the dress. I wanted until you got here. First impressions, ya know."

"Alright. Show me what you got."

She stared at him… slowly, forming a sly smirk and raising her eyebrow.

He tried not to show any embarrassment but his blush gave it away. "Okay… after hearing that sentence out loud… really should've reworded that."

She giggled. "It's funny when you're embarrassed." She walked into her bed room. "You hardly ever blush until you do something like that." She closed the door, leaving a crack so they could still hear one another.

"And you call me a jerk."

"Never said I wasn't one."

"You have to!"

"Well… that's because a smart jerk won't admit to it. All the time, anyway."

"So, I'm a dumb jerk." He paused. "Huh. That explains a lot actually."

"You're a case, Terry."

"And you put up with it, Max."

"Well, you're my case."

He paused. Now he arched an eyebrow.

"Thinking about rephrasing that."

He chuckled. "You don't have to. Then, again, that makes our score even for now."

"Let's see how the rest of the night goes."

He sat down on her couch, looking around the living area he'd been in hundreds of time before. After a few more minutes, Terry thought about teasing her for taking so long…

…until the door to her room opened and Max stepped out.

Terry's eyes widened as he slowly got to his feet. He was shocked… very shocked. Shocked… at how stunningly beautiful she looked. He didn't even realize his jaw dropped, not wide enough to be embarrassing to enough to notice.

The dress was a black, cocktail dress with a black lace high neck, low cut v-neckline and cut out back that tied into a bow tie near the base of the neck. It wasn't too tight on her but just enough to make Max's curves seem even more voluptuous.

She actually blushed a little bit from how he was looking at her. Where did that come from? And she was thinking about her blushing, not his gaze. Though… that was new, too. But, certainly not unwelcome. "You… you like it?"

He shook his head, coming back to the present. "Y…Yeah."

She looked down at it, "I was… hoping it wasn't, ya know? Too much…"

"No, no… You…" He exhaled. "Wow! You look great!"

"Thanks, Terry."

"I… better keep a close eye on you. Make sure no one tries to take you away."

"Like they could."

The second those words left her mouth, neither of them knew exactly how she meant that.

They stared at each other for a while, something inside the both of them was stirring. It wasn't an alien feeling… but it was when it came to one another. But, the thing was, it was starting to feel less and less awkward. They were so caught up in their thoughts that they almost forgot that they had a banquet to go to.

Terry remembered it first. "Umm… we should… get going."

Max blinked back to the present, "Yeah… sure…"

* * *

It was almost impossible to concentrate on this party. For either of them. Terry was indeed glad handing all of the business associates of Wayne Enterprises, making the excuse that Bruce wasn't feeling well, hence his absence. Max loved the design of the ballroom they were in and, despite how she normally felt when people looked at her, she was enjoying the feeling of so many eyes on her. Then again… how Terry was looking at her made her feel like the most beautiful woman in Gotham.

They eventually took a seat at a table next to the large dance floor in the ballroom. The music and the subtle made it a perfect date… if that was what the two of them were on. They weren't sure; it was the main reason they were avoiding looking at each other. Terry had every piece of him screaming to ask Max to dance and she was on pins and needles hoping he would.

But the question that was, by far, the most prevalent in their minds… was _why_ they wanted so badly to dance with each other.

Terry thought about the past 18 hours he and Max had spent together. Like always, she was there for him; doing favors for him that, normally and admittedly, she wouldn't do. She didn't really like going out much. The only other time they ever had like this was when he was looking into the Brain Trust to find Tamara. She wore a beautiful dress then and, while he noticed how good she looked then, it was nothing compared to night. Then again… when he thought about it… just like tonight, it didn't take much to persuade her to go. But when he heard another guy invited her to the same restaurant… she turned him down. It made him wonder… was there another reason she was here? Was there another reason he invited her here?

…And why hadn't he seen it sooner?

_You tell all the boys "No"  
Makes you feel good, yeah.  
I know you're out of my league  
But that won't scare me away, oh, no_

_You've carried on so long,_  
_You couldn't stop if you tried it._  
_You've built your wall so high_  
_That no one could climb it,_  
_But I'm gonna try._

_Would you let me see beneath your beautiful?_  
_Would you let me see beneath your perfect?_  
_Take it off now, girl, take it off now, girl_  
_I wanna see inside_  
_Would you let me see beneath your beautiful tonight?_

Terry looked over at her. "Max… can I ask you something?"

"Sure." She didn't face him yet.

"You hate going out on dates, especially like this… why are you here now?"

She was… semi-prepared for that question, though neither of them were fully prepared for him to use the word "date." But… neither of them brought it to the other's attention.

It sounded right.

"You're my friend," she shrugged. "You're my best friend." She bit her bottom lip… then looked at him… "I'd go anywhere with you."

He paused. "I gotta ask one last question."

"What's that?"

He stared at her… with a look that Max's pulse speed up. "Is… that the only reason?"

She had to clear her throat. "Should… there be… another reason?"

He looked at the table. Then at her hand laying on it. He drew bravery out of him he didn't usually have outside of the mask… and put his hand on top of hers. "There can be…" He looked back into her eyes.

A massive surge of goose bumps rushed through her. She let the wave pass before she answered, mostly so she could catch her breath. "Really?"

"Only if you want…"

It was then that she fully saw her best friend in a new light: not as a best friend… but as something much more. And, much to her surprise, she was loving the mental image. This man, who chose her to be his closest confidant, was not only her best friend… but the only person in her life who was always there for her.

Max was no fool; once Terry broke up with Dana, there would be a line going around the block of girls who would want to date him if he said so. Some of them, if not most to all, probably wouldn't care if he was hardly ever around. But Terry didn't show any interest in any girl after Dana… until just now. He could have asked any other girl to this event and all of them would've said yes. He could have any woman he wanted… and, yet… here he was… with her.

_You let all the girls go  
Makes you feel good, don't it?  
Behind your Broadway show  
I heard a boy say, "Please, don't hurt me"_

_You've carried on so long_  
_You couldn't stop if you tried it._  
_You've built your wall so high_  
_That no one could climb it._  
_But I'm gonna try_

_Would you let me see beneath your beautiful?_  
_Would you let me see beneath your perfect?_  
_Take it off now, boy, take it off now, boy_  
_I wanna see inside_  
_Would you let me see beneath your beautiful tonight, oh, tonight?_

She stared into his eyes… "I want…"

They interlocked their fingers. A rush went through the both of them. And something more. Like… something that should've already been there.

"Dance with me," Terry said, not forcefully but certainly not a suggestion or a question either.

And Max didn't mind one bit. "I would love to."

They danced for a few minutes, moving in perfect step… never taking their eyes away for one another. After another second, Max leaned her on Terry's chest, closing her eyes. Terry just pulled her closer as they danced slower. This moment was perfect.

Max never thought she'd ever have a moment like this with a man. She figured perfect romantic moments were for people like her sister. She didn't believe in them. Not until recently. But, even though she believed in the possibility of it happening, she still didn't believe it would happen to her. Until now.

Terry always imagined that he and Dana would always have moments like this. But the more he became Batman, or rather involved in the life of Batman, the more he started to realize that she wasn't for him. Truth be told, if Dana hadn't broken up with him first, he knew he would end it someday. An even deeper realization, especially due to the moment: he wouldn't have minded as much because he had Max.

What was interesting now… his definition for "having Max" had changed in just a few minutes. And vice versa.

_I'm gonna climb on top your ivory tower  
I'll hold your hand and then we'll jump right out  
We'll be falling, falling but that's OK  
'Cause I'll be right here_

He stared at her, "Max…"

She looked up at him, "Terry…"

"I…" He was trying to find the right words.

She slowly moved her face closer to his.

He was mesmerized when he realized her eyes were half closed. And the position of her lips. "I…"

She kissed him. He was only surprised that she did it first. They both soon became entranced in the kiss. The strangest part was that they didn't find it strange. It was comfortable. It was familiar. It was what they wanted. It was what they both desired.

After their kiss, she gazed, lovingly, into his eyes. "I know…"

He smiled, gazing right back. "Good."

She smiled. "I saw that _Sherlock Holmes_ is on the movie channel tonight."

"Sounds good. Wanna get outta here?"

"Yeah."

They headed off the dance floor, headed for the car to head off to Max's home. They walked to the elevator; Max having wrapped herself around Terry's left arm.

While they rode the elevator down to the first floor, Terry looked down at Max and whispered, "Thank you, Max."

She looked at him.

"For everything."

She leaned her head on his shoulder and placed a hand on her hand.

_Would you let me see beneath your beautiful tonight?_

* * *

**A/N: So, what did you guys think? REVIEWS! Also, go listen to "Beneath Your Beautiful." That song is so beautiful. I love it.**

**Also, yes, I LOVE _Skyfall_ and _Sherlock Holmes_ (starring RDJ, though anything Sherlock Holmes... or Robert Downey, Jr. for that matter, has my attention.)**

**Again, REVIEWS! Thanks!  
**

**T2 Angel**


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